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Resolution Mandatory in Form 23

Mitali Agarwal (Company Secretary) (638 Points)

05 April 2010

Hello Professional Colleagues,

While filing Form 23 for re-appointment of MD in public ltd. unlisted co., resolution along with explanatory statement u/s 173 is mandatorily required.

But if the re-appointment is made in Board Meeting subject to approval of members in ensuing GM, then can in this option Board Resolution be attached witn no explanatory statement?

I don't think so that it is compulsory to hold GM and then re-appoint MD?

Please clarify.

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1 Replies

Ajay Mishra (Company Secretary) (74332 Points)
Replied 05 April 2010

Dear Ms. Mitali

Section 192(4) says Form -23 shall be filed for any resolution of the Board of Director relating to the appointment, re-appointment or renewal of the appointment of managing director of the company.

In your case, a copy of the Board resolution regarding the appointment should be filed with ROC within 30 days after the passing of Board Resolution.

There is no need to wait for general meeting for filing for 23 with ROC.

Regards

Ajay